Seychelles – International Business Companies

Seychelles International Business Companies (IBC) are useful alternatives to offshore companies established in jurisdictions such as the British Virgin Islands.

Seychelles International Business Companies are regulated by Seychelles’ International Business Companies Act, 1994.

IBC is the most common type of company incorporated in Seychelles. In 2019 there are more than 175,000 IBCs registered.

Example of a “Certificate of Incorporation” in Seychelles

KEY FEATURES

Type of entity

IBC

Type of law

Hybrid

Taxation on foreign income

0%

Double taxation treaty access

No

Disclosure of Beneficial Ownership to Government Authorities

No

Change of Domicile permitted

Yes

Registered Office

In Seychelles

Share capital min paid up

US$ 1.00

Bearer shares

Not allowed

Directors

min 1, no local requirements

Corporate directors

Allowed

Publicly accessible records

No

Requirement to keep accounting record

Yes

Audit requirements

No

Requirement to file accounts

No

Publicly accessible accounts

No

Requirement to file annual return

Yes

RESTRICTIONS ON BUSINESS

Seychelles IBC cannot

Carry on banking as defined int the Financial Institution Act 1984 or Trust business

Carry on business as an insurance or a re-insurance company

Carry on the business of providing the registered office for companies

Step 1 – Approve the name

Name reservation is a fairly quick process. Approval is given almost immediately. The name of a limited company shall end with a word or abbreviation denoting a corporate body or limited liability. The most popular name-endings include any of words like “Limited”, “Corporation” or “Incorporated”; the words “Societe Anonyme” or “Sociedad Anonima”; the abbreviation “Ltd”, “Corp”, “Inc”, “GmbH”, “AG” or “S.A.”; or several other word or words, or abbreviations thereof.

Restrictions

Anything identical or similar to a company already incorporated. Anything that implies patronage of the Seychelles, or any other government, insurance, royal, imperial or any other name that may imply that a company intends to undertake a licensable or undesirable activity. Prohibited words include, for example “Bank”, “Building Society”, “Imperial”. The Registrar also has discretion to reject names that are indecent, offensive or misleading.

Language of the name

The name of a company may be expressed in any language, but where the name is not in English or French, a translation and transliteration of the name in English or French shall be given to the Registrar.

Step 2 – State corporate features of your future company

You can either fill in the Instruction form or simply send us the below details:

Authorised Capital

Share capital may consist of shares with a nominal or par value. A statement to that effect needs to be included in the Memorandum of Association and in the Articles of Association. Registration fee is irrespective of the amount of share capital; there is no limitation of the capital. Our standard Memorandum of Association provides that the authorised capital will consist of US$ 100,000 divided into 100,000 shares with a par value of US$ 1.00 each or no par value. The directors are duly empowered to issue registered shares. Should a client prefer, it can be stated in the Memorandum of Association that shares are of no par value.

Special Clauses

Unless there is a particular reason for requesting that an additional or special clause be included or a particular clause deleted, or that any other amendment be made, it is suggested that our existing standard Memorandum of Association and Articles of Association be used.

Directors

Provide us with Directors’ details. The minimum number of directors is one, who may be a natural person or a body corporate. They may be of any nationality and need not be residents of Seychelles. The directors’ names will never appear on any public document.

Shareholders

Provide us with Shareholders’ details. The minimum number of shareholders is one, who may be a natural person or a corporate body. They may be of any nationality and need not be residents of Seychelles. The shareholders’ names will never appear on any public document.

Step 3 – We register your company with the features of your choice

The documents of incorporation are the Memorandum of Association and the Articles of Association which we execute and submit for registration to the Registrar.

The documents of incorporation are checked by the Registrar. Upon approval a Certificate of Incorporation is issued within 2-3 hours as of the time the documents are lodged with the Registrar.

The documents which will be included in corporate set are as follows:

Certificate of Incorporation

Memorandum of Association

Articles of Association

Resolution of Subscribers appointing first director

Share certificates

Draft of first Resolution of Directors

Once the documents are ready the order is dispatched to you immediately by any courier service.